[Form 4] Samsara Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dominic Phillips, Executive Vice President and Chief Financial Officer of Samsara Inc. (IOT), reported sales of Class A common stock on 09/15/2025 to cover tax withholding in connection with RSU settlements. He disposed of an aggregate 20,004 shares at a weighted-average price of $38.7766 and an aggregate 26,249 shares at a weighted-average price of $39.4387, with sale prices reported in ranges between $38.135–$39.12 and $39.145–$39.76. Following the transactions, Mr. Phillips directly held 683,425 and indirectly held 1,117,416 shares through the Phillips Family Trust; 47,503 shares were transferred to that trust. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Phillips on 09/17/2025.

Positive

• Transparent disclosure of weighted-average prices and price ranges for the share sales
• Routine tax-withholding sales tied to RSU settlements rather than discretionary trading
• Clear identification of indirect holdings via the Phillips Family Trust including the transfer of 47,503 shares

Negative

• Total dispositions of 46,253 shares reduced direct holdings
• Multiple sale price ranges require the reporting person to provide further breakdowns upon request, indicating partial aggregation

Insights

Financial Analyst

TL;DR: Insider sold shares to satisfy tax withholding on RSU vesting; remaining direct and indirect holdings remain sizable.

The reported sales are described as non-discretionary transactions to cover tax withholding obligations arising from RSU settlements, which is a common liquidity action for executives at vesting. Aggregate dispositions total 46,253 shares executed at weighted-average prices of $38.7766 and $39.4387, with execution price ranges provided. After the transactions and a transfer of 47,503 shares to the Phillips Family Trust, Mr. Phillips retains substantial economic exposure through 683,425 directly held Class A shares and 1,117,416 shares held indirectly. For investors, these are routine, non-strategic liquidity events rather than corporate action signals.

Corporate Governance Expert

TL;DR: Transactions align with standard post-vesting tax-withholding practice; disclosure includes trust transfer detail.

The Form 4 discloses that shares were sold in multiple transactions to satisfy tax obligations from RSU settlements and provides price ranges and weighted-average prices, which supports transparency. The filing also documents the transfer of 47,503 shares to the Phillips Family Trust and identifies the trust as an indirect holder, clarifying potential shared control. The signature by an attorney-in-fact is properly noted. No indications of rule 10b5-1 plan usage are present in the filing text.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Phillips Dominic

(Last) (First) (Middle)

C/O SAMSARA INC.

1 DE HARO STREET

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Samsara Inc. [ IOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		S(1)		20,004	D	$38.7766(2)	709,674(3)(4)	D
Class A Common Stock	09/15/2025		S(1)		26,249	D	$39.4387(5)	683,425(3)	D
Class A Common Stock								1,117,416(4)	I	See footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were disposed of in non-discretionary transactions to cover the Reporting Person's tax withholding obligations in connection with the settlement of awards of restricted stock units (RSUs).

2. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $38.135 to $39.12, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

3. Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

4. The number of shares held reflects the transfer, of 47,503 shares of Class A Common Stock from the Reporting Person to The Phillips Family Trust dated 5/9/2013, of which the Reporting Person and his spouse serve as trustees (the "Phillips Family Trust").

5. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $39.145 to $39.76, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

6. Consists of shares held by the Phillips Family Trust.

Remarks:

Executive Vice President, Chief Financial Officer

	/s/ Adam Eltoukhy, attorney-in-fact on behalf of Dominic Phillips	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Dominic Phillips report on Form 4 for Samsara Inc. (IOT)?

The filing reports aggregate sales of 46,253 Class A shares on 09/15/2025 to cover tax withholding related to RSU settlements and lists post-transaction holdings.

How many shares did Mr. Phillips hold directly and indirectly after the transactions?

He held 683,425 Class A shares directly and 1,117,416 shares indirectly through the Phillips Family Trust after the reported transactions.

Why were the shares sold according to the Form 4?

The shares were disposed of in non-discretionary transactions to satisfy the reporting person’s tax withholding obligations in connection with RSU settlements.

What prices were the shares sold at?

Sales were executed at prices ranging from $38.135 to $39.12 for one set and $39.145 to $39.76 for another; reported weighted-average prices were $38.7766 and $39.4387.

Was there any transfer of shares to a trust?

Yes, the filing discloses a transfer of 47,503 Class A shares to the Phillips Family Trust, of which Mr. Phillips and his spouse serve as trustees.